UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 26, 2006
Teledyne Technologies Incorporated
(Exact name of registrant as specified in its charter)
         
Delaware   1-15295   25-1843385
(State or other jurisdiction of   (Commission File Number)   (I.R.S. Employer Identification No.)
incorporation)        
         
12333 West Olympic Boulevard       90064-1021
Los Angeles, California       (Zip Code)
(Address of principal executive offices)        
Registrant’s telephone number, including area code: (310) 893-1600
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
     
o
  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
   
o
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
   
o
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
   
o
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))

TABLE OF CONTENTS

Item 1.01 Entry into a Material Definitive Agreement
Item 2.02 Results of Operations and Financial Condition
Item 9.01 Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
Ex-10.1
Ex-99.1

Item 1.01 Entry into a Material Definitive Agreement.
On January 24, 2006, the Personnel and Compensation Committee (the “Committee”) of the Board of Directors of Teledyne Technologies Incorporated (the “Company”) took the actions described below with regard to the compensation of the Company’s Named Executive Officers:
  a)   Approved a Second Amended and Restated Employment Agreement with Dr. Robert Mehrabian, the Company’s Chairman, President and Chief Executive Officer, which amends the Amended and Restated Employment Agreement with Dr. Mehrabian dated April 25, 2001. The Second Amended and Restated Employment Agreement primarily reflects changes triggered by Section 409A of the Internal Revenue Code relating to deferred compensation plans. It also updates Dr. Mehrabian’s current salary, as well as dates and addresses.
  b)   Authorized payment of Annual Incentive Plan (“AIP”) cash bonus awards to each of the Company’s Named Executive Officers with respect to the fiscal year ended January 1, 2006. AIP award opportunities are expressed as a percentage of a participant’s base salary and are based on the achievement of pre-defined performance measures, with up to 200% of the target award eligible to be paid in the case of significant over-achievement. The majority of the award is based on Teledyne’s achievement of certain financial performance goals, with a smaller portion tied to the achievement of pre-established individual goals. Generally, 40% of the awards are tied to the achievement of predetermined levels of operating profit, 25% to the achievement of predetermined levels of revenue, 15% to the achievement of predetermined levels of accounts receivable and inventory as a percentage of revenue and 20% to the achievement of specified individual performance objectives. These predetermined levels may vary by business unit. In addition, a discretionary adjustment of plus or minus 20% is allowed, although aggregate upward adjustments will not exceed 5%. AIP awards are generally from a pool equal to 11% of operating profit, subject to modification by the Committee. No AIP bonus will be earned in any year unless operating profit is positive, after accruing for bonus payments, and operating profit is at least 75% of the operating plan, subject in each case to modification by the Committee.
      The following table sets forth the current rate of base salary for the Named Executives and the AIP cash bonus payments for the year ended January 1, 2006, reflecting favorable 2005 operating results:
                     
        BASE   2005 CASH
NAME   POSITION   SALARY*   BONUS
Robert Mehrabian
  Chairman, President and Chief Executive Officer   $ 700,003     $ 1,200,000  
John T. Kuelbs
  Executive Vice President, General Counsel and Secretary   $ 369,054     $ 391,638  
Dale A. Schnittjer
  Senior Vice President and Chief Financial Officer   $ 340,018     $ 360,824  
James M. Link
  President, Teledyne Brown Engineering, Inc.   $ 291,909     $ 199,900  
Aldo Pichelli
  Senior Vice President and Chief Operating Officer, Electronic and Communications Segment   $ 268,798     $ 197,179  
 
*   Effective September 1, 2005.

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  c)   Approved the 2006 goals for the Annual Incentive Plan (“AIP”) cash bonus awards to each of the Company’s Named Executive Officers. AIP awards for 2006 are to be based on the same financial and non-financial measures described above for the fiscal year ended January 1, 2006.
 
      For 2006, subject to the performance measures and discretion of the Committee, as noted above, the Named Executives are eligible for an AIP cash bonus based on the following percentage of their annual base salary:
             
        2006 AIP AWARD
        ELIGIBILITY
NAME   POSITION   AS A % OF SALARY
Robert Mehrabian
  Chairman, President and Chief Executive Officer     80 %
John T. Kuelbs
  Executive Vice President, General Counsel and Secretary     60 %
Dale A. Schnittjer
  Senior Vice President and Chief Financial Officer     60 %
James M. Link
  President, Teledyne Brown Engineering, Inc.     45 %
Aldo Pichelli
  Senior Vice President and Chief Operating Officer, Electronic and Communications Segment     45 %
Item 2.02 Results of Operations and Financial Condition
On January 26, 2006, Teledyne Technologies Incorporated issued a press release with respect to its fourth quarter 2005 financial results. That press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference. The information furnished pursuant to this Item 2.02 shall in no way be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit 10.1 Second Amended and Restated Employment Agreement with Dr. Robert Mehrabian dated January 24, 2006.
Exhibit 99.1 Press release dated January 26, 2006

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SIGNATURE
          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
             
    TELEDYNE TECHNOLOGIES INCORPORATED
 
           
 
  By:   /s/ Dale A. Schnittjer    
 
     
 
Dale A. Schnittjer 		   
 
      Senior Vice President and Chief Financial Officer    
Dated: January 26, 2006

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EXHIBIT INDEX
     
    Description
Exhibit 10.1
  Second Amended and Restated Employment Agreement with Dr. Robert Mehrabian dated January 24, 2006.
 
Exhibit 99.1
  Teledyne Technologies Incorporated Press Release dated January 26, 2006.

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Exhibit 10.1
SECOND AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Employment Agreement”) is made and entered into as of the 24 th day of January, 2006 by and between Teledyne Technologies Incorporated, a Delaware corporation with its executive offices at 12333 West Olympic Boulevard, Los Angeles, California 90064 (the “Company”), and Dr. Robert Mehrabian, an individual residing at 5388 Baseline Avenue, Santa Ynez, California 93460 (the “Executive”).
RECITALS
WHEREAS, this Second Amended and Restated Employment Agreement is an amendment and restatement of an Amended and Restated Employment Agreement entered into on April 25, 2001 between the Company and the Executive; and
WHEREAS, this amendment and restatement is required to comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).
NOW, THEREFORE, in consideration of the respective covenants and agreements hereinafter set forth, and intending to be legally bound, the parties hereto agree as follows:
1. Term of Agreement . This Employment Agreement, as amended and restated, shall be effective as of the date first above written and shall continue in effect until December 31, 2006, unless extended as described in the next sentence. Effective as of November 1, 2006 and, if previously extended, each November 1st thereafter, the term of this Employment Agreement shall be extended for one additional year unless one party shall give written notice to the other on or before October 31, 2006 or, if previously extended, the then next October 31st that the term will not be thereafter extended. If such notice is given by either party, the Executive may retire on the first December 31st following receipt of such notice.
2. Employment Agreement to Supplement the CIC Agreement. This Employment Agreement, as amended and restated, shall supplement the CIC Agreement and the terms and conditions of this Employment Agreement are not intended to alter or vary the terms and conditions of the Change in Control Severance Agreement dated as of December 21, 1999 (the “CIC Agreement”). The intention of this Employment Agreement is to memorialize certain terms and conditions of the employment of the Executive which are particular to him and not specified in the CIC Agreement. Except as specifically set forth herein, initially capitalized terms shall have the meaning ascribed thereto under the CIC Agreement which is incorporated herein and made a part hereof as if set forth at length.
3. Position and Duties. The Company shall employ Executive and the Executive shall serve as the Chairman, President and Chief Executive Officer of the Company and shall have primary responsibility to manage and direct the day-to-day business of the Company including the generation of income and control of expenses. Subject to the approval of the Board of Directors of the Company, the Executive may serve as a director of charitable organizations and/or for profit corporations which do not compete with the Company or any of its subsidiaries and affiliates. The Company acknowledges that Executive serves as a director of Mellon Financial Corporation and PPG Industries, Inc. as of the date hereof and agrees that the Executive may continue to serve as a director of those corporations.
4. Compensation . The Executive shall receive the following items of compensation at the rates thereof set forth below.

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a. Base Salary. During the Term, the Company shall pay Executive a base salary at the annualized rate of Seven Hundred Thousand and Three ($700,003) Dollars (“Base Salary”). Base Salary shall be paid periodically in accordance with normal Company payroll practices applicable to executive employees.
b. Participation in Compensation Plans and Programs . In accordance with the respective terms and conditions of the respective plans and programs, the Executive shall be entitled to participate in the following compensation plans and programs:
  1.   AIP . In the AIP at an annual opportunity at 80% of Base Salary if targets are reached at 100%, or such greater percentage if provided in the AIP for any year.
 
  2.   PSP . In the PSP at an opportunity equal to 150% of Base Salary if targets are reached at 100%, or such greater percentage if provided in the PSP for any measurement period.
 
  3.   Restricted Stock Award Program (RSAP) . In the RSAP with annual grants of restricted stock equal to at least 30% of Base Salary as of the date of this grant subject to meeting targets set forth in the RSAP.
 
  4.   Stock Options . Eligibility to receive future grants of options in a number determined by the Committee, each subject to the terms and conditions of the Stock Option Incentive Plan.
5. Employee Benefits . The Executive shall participate in each qualified, non-qualified and supplemental employee benefit, executive benefit, fringe benefit and perquisite plan, policy or arrangement of the Company applicable to executive level employees, including, but not limited to, expense reimbursement policies, a country club and a city club membership, and use of an automobile, in each case, in accordance with the terms and conditions thereof (including tax equalization payments to the extent provided with respect to such plans by Allegheny Teledyne Incorporated on or prior to November 29, 1999) as in effect from time to time. Nothing in this Employment Agreement shall be construed as preventing the amendment or termination of any such plan, policy or arrangement by the Company so long as such amendment or termination affects all executive employees of the Company then participating.
6. Non-Qualified Pension Arrangement. In addition to the employee benefits described in Section 5, the Company will pay to the Executive (or his designee if amounts are payable after the death of the Executive) following his Retirement (as defined below), as payments supplemental to any accrued pension under the Company’s qualified pension plan, an annual amount, paid in equal monthly installments, equal to 50% of his Base Compensation at the rate in effect on the date of his Retirement. Such annual amount shall be paid each year for a number of years following his Retirement equal to the number of whole and fractional years of service, not in excess of ten (10), the Executive has rendered to the Company (including the period from August, 1997 through and including November, 1999 rendered as service to the Company’s predecessor, Allegheny Teledyne Incorporated).
          For purposes of Section 6 of this Employment Agreement and without effect upon whether the Executive is deemed to be retired under the CIC Agreement, the Executive will be deemed to have a Retirement upon his Separation From Service with the Company for any reason other than for Cause. For purposes of Section 6 of this Employment Agreement, the Executive shall be deemed to have experienced a Separation From Service upon the Executive’s death, Disability, or upon the complete cessation of the Executive’s service to the Company as an employee or as an independent contractor as determined in the sole discretion of the Company; provided, however, that the Executive’s cessation of services shall not constitute a Separation From Service if the Company anticipates a

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renewal of the Executive’s services as an employee, independent contractor or in any other capacity. For purposes of this Section 6 of the Employment Agreement, the Executive shall be deemed to have experienced a Separation From Service due to Disability where, in the sole discretion of the Company:
  (a)   The Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or
  (b)   The Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company.
     Additionally, and notwithstanding the foregoing, in the event of a Separation From Service for any reason other than Disability, payment shall be made six months after the date of Separation From Service, but in no event shall payment be made, or commence to be made, after the later of (i) the last day of the calendar year in which such six-month date occurs or (ii) 2 1 / 2 months after the occurrence of the six-month date and the initial payment shall be equal to six times the monthly amount otherwise due and the next and each subsequent monthly payment shall be equal to one times the monthly amount otherwise due. Payments made pursuant to this Section 6 resulting from Separation From Service due to Disability shall commence as soon as administratively feasible following such Separation From Service, but in no event shall distribution be made, or commence to be made, after the later of (i) the next following December 31 or (ii) 2 1 / 2 months after the date of such Separation From Service due to Disability.
     The provisions of this Section 6 are intended to comply with the requirements applicable to nonqualified deferred compensation plans under Section 409A of the Code. Notwithstanding any other provision of this Employment Agreement, this Section 6 shall be interpreted and administered in accordance with the requirements of Section 409A of the Code.
7. Binding Agreement . The Company will use its best efforts to require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company) to expressly assume and agree to perform this Employment Agreement and the CIC Agreement in the same manner and to the same extent that the Company would be required to perform them if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be deemed to be a termination without Cause for purposes of this Employment Agreement and the CIC Agreement. For purposes of implementing the foregoing, the date on which any such succession becomes effective shall be the Date of Termination.
8. Notices . Any notice required or permitted under this Agreement shall be given in writing and shall be deemed to have been effectively made or given if personally delivered at the address first above written or such other address as may be given by one party to the other.
9. Withholding . The Company shall be entitled to withhold, or cause to be withheld, from payment any amount payable under this Employment Agreement of any payroll and withholding taxes required by law, as determined by the Company in good faith.
10. Governing Law . This Agreement shall be construed, interpreted, and governed in accordance with the laws of the State of California without reference to rules relating to conflict of law.

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11. Headings . The headings of sections are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.
12. Counterparts . This Agreement may be executed by either of the parties hereto in counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amended and Restated Employment Agreement as of the day and year first above written.
             
    EXECUTIVE    
 
           
    By:      /s/ Robert Mehrabian    
           
 
      Robert Mehrabian    
             
    TELEDYNE TECHNOLOGIES INCORPORATED
 
           
 
  By:   /s/ John T. Kuelbs
 
   
 
           
 
  Name:   John T. Kuelbs    
 
           
 
  Title:   Executive Vice President, General Counsel and Secretary    

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Exhibit 99.1
(Logo Omitted)
Teledyne Technologies Incorporated
12333 West Olympic Boulevard
Los Angeles, CA 90064-1021
News Release
TELEDYNE TECHNOLOGIES REPORTS
FOURTH QUARTER RESULTS
LOS ANGELES – January 26, 2006 – Teledyne Technologies Incorporated (NYSE:TDY)
  •   Revenues of $310.4 million increased 7.7% compared to last year
 
  •   Earnings per share of $0.48 increased 23.1% compared to last year
 
  •   Full year revenues increased 18.7% to over $1.2 billion
 
  •   Full year earnings per share increased 49.2% to $1.85
 
  •   Announced agreement to acquire Benthos, Inc
Teledyne Technologies today reported fourth quarter 2005 sales of $310.4 million, compared with sales of $288.1 million for the same period of 2004. Net income for the fourth quarter of 2005 was $16.6 million ($0.48 per diluted share), compared with net income of $13.4 million ($0.39 per diluted share) in the fourth quarter of 2004.
“Our record revenue and net income marked the completion of an outstanding year for Teledyne. In the fourth quarter, as a result of continued margin improvement and focused acquisitions, earnings per share grew at three times the rate of revenue,” said Robert Mehrabian, chairman, president and chief executive officer. “For the full year 2005, earnings per share increased 49.2 percent, the fourth consecutive year of double-digit earnings growth. Furthermore, full year free cash flow was $72.5 million and exceeded net income for the fourth consecutive year. In November 2005, we also announced the acquisition of Benthos, Inc. This acquisition, expected to close in January 2006, would further increase our capabilities and product offerings in both military and commercial marine instrumentation markets.”
Full Year 2005
Sales for 2005 were $1,206.5 million, compared with $1,016.6 million for 2004. Net income for 2005 was $64.2 million ($1.85 per diluted share), compared with $41.7 million ($1.24 per diluted share) for 2004. Net income for 2005 included pretax pension expense of $12.7 million ($3.4 million after recovery from certain government contracts), compared with pretax pension expense of $8.7 million ($8.2 million after recovery from certain government contracts) in 2004.

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Review of Operations
Electronics and Communications
The Electronics and Communications segment’s fourth quarter 2005 sales were $188.9 million, compared with fourth quarter 2004 sales of $161.8 million. Fourth quarter 2005 operating profit was $22.3 million, compared with operating profit of $16.7 million in the fourth quarter of 2004.
Fourth quarter 2005 sales, compared with the same period of 2004, resulted primarily from revenue growth in defense electronics and electronic instruments. The revenue growth in defense electronics was driven by increased sales from several product lines, the acquisition of Cougar Components on June 30, 2005 and the acquisition of the defense electronics business of Celeritek, Inc. on October 22, 2004. The revenue growth in electronic instruments was primarily driven by the acquisition of RD Instruments, Inc. on August 26, 2005, and increased sales of geophysical sensors for the energy exploration market. The increase in revenue in the fourth quarter of 2005 from businesses acquired since the third quarter of 2004 was $19.9 million. Segment operating profit was favorably impacted by acquisitions, organic sales growth and by lower pension expense. Pension expense, in accordance with the pension accounting requirements of SFAS No. 87, was $0.1 million in the fourth quarter of 2005, compared with $1.0 million in the fourth quarter of 2004. Pension expense allocated to contracts pursuant to U.S. Government Cost Accounting Standards (“CAS”) was $0.1 million in the fourth quarter of 2005, compared with no allocation in the fourth quarter of 2004.
Systems Engineering Solutions
The Systems Engineering Solutions segment’s fourth quarter 2005 sales were $62.7 million, compared with fourth quarter 2004 sales of $64.8 million. Fourth quarter 2005 operating profit was $6.2 million in both the fourth quarter of 2005 and the fourth quarter of 2004.
Fourth quarter 2005 sales, compared with the same period of 2004, reflected lower revenue in aerospace and environmental programs. Operating profit in the fourth quarter of 2005, compared with the same period of 2004, reflected the impact of lower revenue offset by finalization of the 2005 award fee for the Ground-based Midcourse Defense contract. Segment operating profit included pension expense under SFAS No. 87 of $2.6 million in the fourth quarter of 2005, compared with $0.7 million of pension expense in the fourth quarter of 2004. Pension expense allocated to contracts pursuant to CAS was $2.1 million in the fourth quarter of 2005 compared with $0.5 million in the fourth quarter of 2004.
Aerospace Engines and Components
The Aerospace Engines and Components segment’s fourth quarter 2005 sales were $51.5 million, compared with fourth quarter 2004 sales of $53.3 million. The fourth quarter 2005 operating profit was $3.7 million, compared with operating profit of $4.8 million in the fourth quarter of 2004.
The lower fourth quarter 2005 sales, compared with the same period of 2004, primarily resulted from a decline in sales of turbine engines due to the timing of customer delivery requirements. Segment operating profit included increased workers compensation accruals and also reflected the impact of lower sales. Segment operating profit also included pension expense, under SFAS No. 87 of $0.2 million in the fourth quarter of 2005, compared with $0.3 million for the fourth quarter of 2004.

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Energy Systems
The Energy Systems segment’s fourth quarter 2005 sales were $7.3 million, compared with fourth quarter 2004 sales of $8.2 million. Operating profit was $0.2 million, compared with operating profit of $0.7 million in the fourth quarter of 2004.
The decrease in fourth quarter 2005 sales, compared with the fourth quarter of 2004, primarily resulted from reduced work on certain government contracts. Segment operating profit was impacted by the lower government sales and differences in contract fees. Segment operating profit also included pension expense, under SFAS No. 87 of $0.1 million for the fourth quarter of 2005 compared with no expense in the fourth quarter of 2004. Pension expense allocated to contracts pursuant to CAS was $0.1 million in the fourth quarter of 2005, compared with no allocation in the fourth quarter of 2004.
Additional Financial Information
Cash Flow
Cash provided by operating activities was $32.2 million for the fourth quarter 2005, compared with $28.0 million for the fourth quarter of 2004. The higher cash provided by operating activities in 2005, compared with 2004, was primarily due to higher net income, lower tax payments and improved working capital management, partially offset by higher pension contributions and higher aircraft product liability payments. Free cash flow (cash from operating activities less capital expenditures) was $24.7 million for the fourth quarter of 2005, compared with free cash flow of $19.2 million for the same period of 2004. At January 1, 2006, total debt was $47.2 million, which includes $43.5 million drawn on available credit lines, as well as other debt and capital lease obligations. Cash and cash equivalents were $9.3 million at January 1, 2006. Capital expenditures for the fourth quarter of 2005 were $7.5 million, compared with $8.8 million for the fourth quarter of 2004. Depreciation and amortization expense was $7.1 million for the fourth quarter of 2005 and $6.4 million for the fourth quarter of 2004. Depreciation and amortization expense was $25.6 million for full year 2005 and $24.8 million for full year 2004.
                                 
Free Cash Flow(a)   Fourth     Fourth     Total     Total  
    Quarter     Quarter     Year     Year  
(in millions, brackets indicate use of funds)   2005     2004     2005     2004  
Cash provided by operating activities
  $ 32.2     $ 28.0     $ 92.3     $ 84.9  
Capital expenditures for property, plant and equipment
    (7.5 )     (8.8 )     (19.8 )     (18.8 )
 
                       
Free cash flow
  $ 24.7     $ 19.2     $ 72.5     $ 66.1  
 
                       
 
(a)   The company defines free cash flow as cash provided by operating activities (a measure prescribed by generally accepted accounting principles) less capital expenditures for property, plant and equipment. Free cash flow provides supplemental information to assist management and the investment community in analyzing the company’s ability to generate cash flow.

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Pension
Pension expense for the fourth quarter of 2005 was $3.2 million, compared with pension expense of $2.1 million for the same period of 2004, in accordance with the pension accounting requirements of SFAS No. 87. Pension expense allocated to contracts pursuant to CAS was $2.3 million in the fourth quarter of 2005, compared with $0.5 million for the fourth quarter of 2004. Under one of its spin-off agreements, after November 29, 2004, the company is able to charge pension costs to the U.S. Government under certain government contracts. Pension expense determined under CAS can generally be recovered through the pricing of products and services sold to the U.S. Government.
Income Taxes
The effective tax rate for the fourth quarter of 2005 was 37.8% compared with an effective tax rate of 36.6% for the fourth quarter of 2004. The total year 2005 effective tax rate was 37.6% compared with an effective tax rate of 38.7% for total year 2004.
Other
Corporate expense for the fourth quarter of 2005 was lower compared with the fourth quarter of 2004 and reflected lower professional fee expenses and lower compensation costs. Interest expense, net of interest income, was $0.9 million in both the fourth quarter of 2005 and the fourth quarter of 2004.
Outlook
Based on its current outlook, the company’s management believes that first quarter 2006 earnings per share will be in the range of approximately $0.43 to $0.46. The full year 2006 earnings per share outlook is expected to be in the range of approximately $1.85 to $1.90. The company’s estimated effective income tax rate for 2006 is 37.6%.
The company’s 2006 outlook reflects anticipated sales growth in its defense electronics and instrumentation businesses, due primarily to the contribution of the company’s pending acquisition and acquisitions completed in 2005.
The full year 2006 earnings outlook includes approximately $16.4 million ($0.28 per share) in pension expense under SFAS No. 87, or $6.6 million ($0.11 per share) in net pension expense after recovery of allowable pension costs from our CAS covered government contracts. Full year 2005 earnings included $12.7 million ($0.23 per share) in pension expense under SFAS No. 87, or $3.4 million ($0.06 per share) in net pension expense after recovery of allowable pension costs from our CAS covered government contracts. The increase in full year 2006 pension expense reflects, in part, the reduction of the discount rate assumption for the company’s defined benefit plan from 6.25% in 2005 to 6.00% in 2006. The company’s 2006 earnings outlook also reflects $5.4 million ($0.10 per share) in stock option compensation expense based on current assumptions regarding stock option issuances during the year and estimated fair value of the stock option grants. In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 123R, “Share Based Payment” (“SFAS No. 123R”) that requires compensation costs related to share-based payment transactions to be recognized in the financial statements. The company adopted SFAS No. 123R in the first quarter of 2006.

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EARNINGS PER SHARE SUMMARY (a)
(Diluted earnings per common share from continuing operations)
                                 
    2006 Full Year Outlook     2005     2004  
    Low     High     Actual     Actual  
Earnings per share (excluding net pension expense and stock option expense)
  $ 2.06     $ 2.11     $ 1.91     $ 1.39  
Pension expense — SFAS No. 87
    (0.28 )     (0.28 )     (0.23 )     (0.16 )
Pension expense — CAS (b)
    0.17       0.17       0.17       0.01  
 
                       
Earnings per share (excluding stock option expense)
    1.95       2.00       1.85       1.24  
Stock option expense
    (0.10 )     (0.10 )     —       —  
 
                       
Earnings per share — GAAP
  $ 1.85     $ 1.90     $ 1.85     $ 1.24  
 
                       
 
(a)   The company believes that this supplemental non-GAAP information is useful to assist management and the investment community in analyzing the financial results and trends of ongoing operations. The table facilitates comparisons with prior periods and reflects a measurement management uses to analyze financial performance.
 
(b)   Under one of its spin-off agreements, after November 29, 2004, the company is able to charge pension costs to the U.S. Government under certain government contracts. Pension expense determined under CAS can generally be recovered through the pricing of products and services sold to the U.S. Government.
Forward-Looking Statements Cautionary Notice
This press release contains forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995, relating to earnings, growth opportunities, pension matters and strategic plans. All statements made in this press release that are not historical in nature should be considered forward-looking. Actual results could differ materially from these forward-looking statements. Many factors, including changes in demand for products sold to the semiconductor, communications, commercial aviation and energy exploration markets, funding, continuation and award of government programs, changes in insurance expense, customers’ acceptance of piston engine price increases, continued liquidity of our customers (including commercial airline customers) and economic and political conditions, could change the anticipated results. In addition, financial market fluctuations affect the value of the company’s pension assets.
Global responses to terrorism and other perceived threats increase uncertainties associated with forward-looking statements about our businesses. Various responses to terrorism and perceived threats could realign government programs, and affect the composition, funding or timing of our programs. Flight restrictions would negatively impact the market for general aviation aircraft piston engines and components.
The company continues to take action to assure compliance with the internal controls, disclosure controls and other requirements of the Sarbanes-Oxley Act of 2002. While the company believes its control systems are effective, there are inherent limitations in all control systems, and misstatements due to error or fraud may occur and not be detected.

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While Teledyne Technologies’ growth strategy includes possible acquisitions, the company cannot provide any assurance as to when, if or on what terms any acquisitions will be made. Acquisitions involve various inherent risks, such as, among others, our ability to integrate acquired businesses and to achieve identified financial and operating synergies.
Additional information concerning factors that could cause actual results to differ materially from those projected in the forward-looking statements is contained in Teledyne Technologies’ periodic filings with the Securities and Exchange Commission, including its 2004 Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. The company assumes no duty to update forward-looking statements.
Additional Information About the Acquisition of Benthos, Inc.
This press release is for informational purposes only. It does not constitute an offer to purchase shares of Benthos, Inc. or a solicitation or recommendation statement under the rules and regulations of the Securities and Exchange Commission (“SEC”). Benthos publicly filed a Form 8-K with the SEC containing the terms of the definitive merger agreement and shareholders agreements, and mailed a proxy statement to shareholders of Benthos in connection with the proposed transaction. Investors and security holders of Benthos are urged to read the proxy statement and other relevant materials because they contain important information about Teledyne, Benthos and the proposed transaction. Investors and security holders may obtain a copy of these materials and other documents filed with the Securities and Exchange Commission at the SEC’s web site at www.sec.gov. A copy of the proxy statement may also be obtained from Benthos, Inc., 49 Edgerton Drive, North Falmouth, MA 02556, Attn: Investor Relations. In addition, investors and security holders may access copies of the documents filed with the SEC by Benthos on Benthos’ web site at www.benthos.com.
A live webcast of Teledyne Technologies’ fourth quarter earnings conference call will be held at 11:00 a.m. (Eastern) on Thursday, January 26, 2006. To access the call, go to www.companyboardroom.com or www.teledyne.com approximately ten minutes before the scheduled start time. A replay will also be available for one month at these same sites starting at 12:00 p.m. (Eastern) on Thursday, January 26, 2006.
         
Investor Contact:
  Jason VanWees    
 
  (310) 893-1642    
 
       
Media Contact:
  Robyn McGowan    
 
  (310) 893-1640    
###

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TELEDYNE TECHNOLOGIES INCORPORATED
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS AND FISCAL YEAR
ENDED JANUARY 1, 2006 AND JANUARY 2, 2005
(Unaudited — In millions, except per share amounts)
                                 
    Fourth     Fourth     Total     Total  
    Quarter     Quarter     Year     Year  
    2005     2004     2005     2004  
Net sales
  $ 310.4     $ 288.1     $ 1,206.5     $ 1,016.6  
Costs and expenses:
                               
Costs of sales
    222.6       205.1       869.6       746.3  
Selling, general and administrative expenses
    60.8       60.9       236.2       203.4  
 
                       
Total costs and expenses
    283.4       266.0       1,105.8       949.7  
 
                       
Income before other income and (expense) and taxes
    27.0       22.1       100.7       66.9  
Other income (expense), net (a)
    0.6       —       5.8       3.0  
Interest expense, net
    (0.9 )     (0.9 )     (3.5 )     (1.9 )
 
                       
Income before income taxes
    26.7       21.2       103.0       68.0  
Provision for income taxes
    10.1       7.8       38.8       26.3  
 
                       
Net income
  $ 16.6     $ 13.4     $ 64.2     $ 41.7  
 
                       
 
                               
Diluted earnings per common share
  $ 0.48     $ 0.39     $ 1.85     $ 1.24  
 
                       
Weighted average diluted common shares outstanding
    34.9       34.1       34.7       33.7  
 
                       
 
(a)   Total year 2005 and 2004, includes the receipt of $5.0 million and $2.5 million, respectively, pursuant to an agreement with Honda Motor Co., Ltd. related to the piston engine business.
TELEDYNE TECHNOLOGIES INCORPORATED
SUMMARY OF SEGMENT NET SALES AND OPERATING PROFIT
FOR THE THREE MONTHS AND FISCAL YEAR ENDED
JANUARY 1, 2006 AND JANUARY 2, 2005
(Unaudited — In millions)
                                 
    Fourth     Fourth     Total     Total  
    Quarter     Quarter     Year     Year  
    2005     2004     2005     2004  
Net sales:
                               
Electronics and Communications
  $ 188.9     $ 161.8     $ 717.8     $ 567.9  
Systems Engineering Solutions
    62.7       64.8       263.7       242.2  
Aerospace Engines and Components
    51.5       53.3       196.6       181.8  
Energy Systems
    7.3       8.2       28.4       24.7  
 
                       
Total net sales
  $ 310.4     $ 288.1     $ 1,206.5     $ 1,016.6  
 
                       
 
                               
Operating profit and other segment income:
                               
Electronics and Communications
  $ 22.3     $ 16.7     $ 84.0     $ 54.4  
Systems Engineering Solutions
    6.2       6.2       27.5       27.1  
Aerospace Engines and Components (a)
    3.7       4.8       13.5       6.1  
Energy Systems
    0.2       0.7       1.6       1.6  
 
                       
Segment operating profit and other segment income
  $ 32.4     $ 28.4     $ 126.6     $ 89.2  
Corporate expense
    (5.4 )     (6.3 )     (20.9 )     (19.8 )
Other income (expense), net (a)
    0.6       —       0.8       0.5  
Interest expense, net
    (0.9 )     (0.9 )     (3.5 )     (1.9 )
 
                       
Income before income taxes
    26.7       21.2       103.0       68.0  
Provision for income taxes
    10.1       7.8       38.8       26.3  
 
                       
Net income
  $ 16.6     $ 13.4     $ 64.2     $ 41.7  
 
                       
 
(a)   Total year 2005 and total year 2004 includes the receipt of $5.0 million and $2.5 million, respectively, pursuant to an agreement with Honda Motor Co., Ltd. related to the piston engine business. These amounts are included as part of other income on the income statement table above.

 

TELEDYNE TECHNOLOGIES INCORPORATED
CONSOLIDATED CONDENSED BALANCE SHEETS AS OF
JANUARY 1, 2006 AND JANUARY 2, 2005
(Current period unaudited — In millions)
                 
    January 1,     January 2,  
    2006     2005 (a)  
ASSETS
               
Cash and cash equivalents
  $ 9.3     $ 11.4  
Accounts receivable, net
    167.4       141.7  
Inventories, net
    110.8       97.7  
Deferred income taxes, net
    25.4       26.8  
Prepaid expenses and other assets
    12.2       9.3  
 
           
Total current assets
    325.1       286.9  
 
               
Property, plant and equipment, net
    96.7       93.3  
Deferred income taxes, net
    42.9       28.3  
Goodwill and acquired intangible assets, net
    230.9       190.6  
Other assets, net
    26.5       25.7  
 
           
Total assets
  $ 722.1     $ 624.8  
 
           
 
               
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Accounts payable
  $ 69.7     $ 62.3  
Accrued liabilities
    101.5       97.0  
Current portion of long-term debt and capital lease
    0.2       3.2  
 
           
Total current liabilities
    171.4       162.5  
 
Long-term debt and capital lease obligation
    47.0       74.4  
Other long-term liabilities
    177.7       125.8  
 
           
Total liabilities
    396.1       362.7  
Total stockholders’ equity
    326.0       262.1